Lost Without You
by Jazz's girl 4ever
Summary: Sequel to "Everytime We Touch." Pairing: BlackarachniaxOptimus Prime, TFA. Their love is stronger than anything, right? Nothing, not even being half-organic, can stop their love...right?


Lost Without You

_A songfic oneshot for Black Arachnia (Elita-1) and Optimus Prime._

_Sequel to Every Time We Touch, but this time this story is written in __**third person. THIS IS THE LAST STORY, BUT EXPECT AN EPILOGUE!**_

_The song, "Lost Without You" is by Delta Goodrem._

_Disclaimer: I don't own Transformers. I wish I did. _

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_Previously…_

"Optimus," Comet looked at me with sadness in her optics. "Jazz found this after the battle. She threw this at your body and it broke, apparently. I'm so sorry."

I fell to my knees, shock and hurt overwhelming me. _No!_

"Optimus?" Comet hurried around her desk, coming over to help me up. "I'm sorry, brother. I know how much this hurts you. I didn't want to tell you until now because I felt that I should give you some time until you completely healed – physically."

_Elita!_

Her face was back in my mind now. I was falling through the darkness again, feeling completely empty.

"_Would you be too selfish to let me go because you tell your puny CPU that you will always want me when you really know that you don't?"_ she repeated the question.

"Elita!"

_Need you by my side _

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_I know I can be a little stubborn sometimes_

"What are you doing?" Megatron's irritated voice loomed from the darkness. "You are supposed to be on patrol."

Blackarachnia mentally sighed. "I was on patrol less than thirty-three minutes ago."

"Well go again. It's not too difficult for you is it?" Megatron didn't wait for an answer before leaving. "We need to make sure the Autoscum don't develop a crazy thought to infiltrate our base so soon after the last battle," he called over his shoulder.

"To the Pit with you Megs," Blackarachnia muttered under her breath.

_You might say a little righteous and too proud_

Blackarachnia left the temporary Decepticon base, enjoying her privacy on top of buildings and on trees. Her head faced due east, where she knew Optimus Prime was with the other Autobots. He was probably hurting right now. Comet by now with no doubt would have shown him what she had thrown at his body after the battle.

_I just want to find a way to compromise_

_Why should I have to keep it?_ She thought. _It's not like it means anything to me anymore...._ She absent-mindedly swung through the trees in the woods, never noticing the dot in her radar that marked an enemy.

_Cuz I believe that we can work things out_

Optimus gently picked up the glass pieces of the priceless figurine of a beautiful crystal lotus flower that he had given to Elita as his proposal gift. They were to be bonded after the voyage to the arachnid planet…but she hadn't returned.

_I thought I had all the answers never giving in_

His fingers stroked over the pieces as his tears fell on them. He was oblivious to Comet's arms around him. The pain in his spark was so overwhelming.

_But baby since you've gone I admit that I was wrong_

Blackarachnia hadn't realized that she was heading toward where the Autobots were hiding. She barely dodged in time as Prowl threw stassis cuffs toward her, making them fall lamely to the ground.

_All I know is I'm lost without you I'm not gonna lie_

"GRIMLOCK SEE SPIDERLADY!" the Dinobot came into view behind Prowl, followed by the other two Dinobots and Bulkhead.

_How am I going to be strong without you I need you by my side_

"Optimus please stop leaking," Comet pleaded. "Elita always –" she stopped abruptly when she and Prime both received a transmission from Prowl.

_**Prime and Comet, the Dinobots, Bulkhead and I have stumbled across Blackarachnia in the trees less than a mile away from our current base! **_

_If we ever say we'll never be together and we ended with goodbye don't know what I'd do ..._

Optimus's tears stopped leaking as soon as he read the message. "Comet, stay here," he ordered. He left without another word.

_I'm lost without you_

Comet scoffed. "You are in no position to order me around…" but she stayed in his office nonetheless.

_I keep trying to find my way but all I know is I'm lost without you_

"What are you doing here?" Bulkhead growled. He, Prowl, and the Dinobots all surrounded Blackarachnia. She had escaped the hug Grimlock had tried to give her, and now Prowl had re-slipped the harness around Grimlock so he could restrain the huge T-rex bot.

_I keep trying to face the day I'm lost without you_

_**Don't harm her**_, Optimus ordered them all. _**Don't let her escape though. I need to…talk to her.**_

_How am I ever gonna get rid of these blues_

_**Of course, Optimus, **_Prowl responded.

"I said, what are you doing here?" Bulkhead repeated after he acknowledged Optimus's orders.

"SPIDERLADY HERE TO SEE GRIMLOCK!" Grimlock yelled.

"I am not," Blackarachnia snapped. She met Bulkhead's testy glare. "I did not realize that I was here…I will leave now."

"I don't think so." Prowl leapt and, as the ninja he was, swiftly clapped another pair of stasis cuffs down on her wrists.

Seething, Blackarachnia fell to the ground before she could attack. Her vision began to fade as she slipped into temporary and involuntary stasis.

_**We have her in a stasis lock, Prime, **_Prowl reported.

Optimus didn't reply. He was there in five seconds anyways. He transformed and slowly walked toward her still body.

_Baby I'm so lonely all the time_

It hurt him to see her on the ground, defenseless, but he knew there was no other choice. If he let her escape then she would definitely take the chance. Now was the time for him to settle things between them…hopefully once and for all.

_Everywhere I go I get so confused_

He picked her up gently. "Let's go back to base," he quietly said to the others.

_You're the only thing that's on my mind_

On the way back, Blackarachnia did not stir. Optimus held her close to his spark, remembering the times when he would carry her back to their berth on Cybertron in the Golden Ages after drinking high-grade.

_Oh my beds so cold at night and I miss you more each day_

Bulkhead and Prowl had to restrain Grimlock on the way back to base; otherwise the Dinobot would've charged at Optimus to get Blackarachnia away from him. With the harness and now a muzzle on Grimlock, he could neither run nor talk.

_Only you can make it right no I'm not too proud to say _

Blackarachnia woke up in Optimus's arms as he was gently and slowly putting her on a berth in his quarters. The stasis cuffs were still in place, leaving her immobile. Optimus took them off but didn't let her get off the berth. He sat down on the berth next to her.

_All I know is I'm lost without you I'm not gonna lie_

"Why do you keep trying?" Blackarachnia asked in a soft voice. "It's over between us. There's no hope."

"There will always be hope, as long as we believe." He held her hands and with the other picked up the fragments of the lotus flower that Comet had left on his desk before she left. Although his optics were shining with coolant, he let none escape.

Blackarachnia looked at the shattered crystal lotus flower. She said nothing, and then turned her head away from him and the gift.

"Do you remember the reason why I gave this to you?" he asked in a soft voice. "The reason why I will never stop hoping that we can start over?"

"How could I forget?" she responded in an equally soft voice. "You asked me to bond with you, and that was the accompanying gift." She turned to him, still lying on the bed. "But now that's all over. The bond between us will never happen, and that flower will remain in pieces, just like my spark has been ever since you left me."

He looked down at the flower in shame. "Yes, I admit that I left you…I admit that I am a failure to you. To us." He looked back up at her. "All I'm asking for is a clean slate. A chance to prove to you again how much you mean to me and how much I want to be with you. All these years without you have left me weaker than I let on."

_How am I going to be strong without you I need you by my side_

She had a small, sad smile on her face. "Have you been reciting these words, practicing them so they have the right effect on me?"

"No." He knelt down on the ground instead of sitting on the berth, his right hand still holding both of her hands and the left on the berth next to her body with the fragments of the flower. "Back on that arachnid-infested planet with the Decepticon ship you, Sentinel, and I were looking for…I was thinking about what was going to happen after we return safely. Our bonding, our celebration of being together for eternity. I was too caught up with the future to be paying attention to the present."

"I don't want to hear your excuses. You deceived me, you made me think that you actually cared for me!" her voice rose with anger.

"I do care for you Elita, more than my own life!"

"Then why did you save Sentinel and not me? Why leave me there to die?"

He hesitated, not knowing the answer himself. He didn't know what had caused him to save the slagging piece of metal that was his rival and not his future sparkmate. But he couldn't tell her that he didn't know otherwise she would ridicule him and he didn't know how much more his spark could take. If he said that he thought she had died already then she would've screamed retaliation to him.

_If we ever say we'll never be together and we ended with goodbye don't know what I'd do ... _

She scoffed, knowing that she wouldn't receive a direct answer to her question. "Give it up. You obviously care more for the wellbeing and safety of Sentinel Prime than mine."

_I'm lost without you_

"Sentinel Prime is nothing more than an ally to me. He is a glitch head, Pit-spawned, and meaningless. He –"

"Oh well then I guess that you saved him for the greater good you sexist swine. Since he's a mech like you and Ultra Magnus you think he'll do more good than I can, that he's a better fighter."

"No!" he yelled. "I don't care about Sentinel or Ultra Magnus or the Autobot cause when I have chosen you!"

"You didn't choose me Optimus," she said while shaking her head. "You clearly did not choose me when you abandoned me and let me become a half-breed freak!"

"We _will_ find a way to fix this Elita, to make you completely inorganic once more."

"How? By turning me into Ratchet's lab rat and letting him do all sorts of experiments on me, hoping to find one that will work?!"

"Is there any other way?" he asked in such a dejected tone that Blackarachnia bit back her harsh comeback. "Elita I'm deeply sorry for you having to lie on a berth until Ratchet can find the right combinations with the AllSpark and his medical expertise to turn you back, but there's just no other way. Sari's key was a bad idea and didn't work out. All that's left is to hope that Ratchet can find a way with the AllSpark, since its power is the only thing that can change you back. How to find a way to use the power correctly is the problem."

_I keep trying to find my way _

"And if there is none?" for the first time in a long time, her optics held fear of what might be true. "What if I'm stuck in this form for eternity? What if I'll always be an abomination?"

He gently put his arms underneath her torso and brought her up against him in a close hug. "Even if you have to remain in this form forever, you will always be beautiful. You will always be the femme I love and want to be with. Even if your spark might have trouble bonding with mine, we'll still try and I'll always be by your side. I'll never leave you again. My spark will extinguish before I leave you."

_And all I know is I'm lost without you _

Blackarachnia said nothing for a while. "How do I know you're not just lying and trying to hurt me more?" she finally asked.

"If I hurt you then I just hurt myself. I care too much about you to let you get hurt by anything more I might do to you. It's been hard to go through the days with you."

_I keep trying to face the day _

"This would be really touching if I believed you," she muttered darkly. "But my spark's been damaged enough to never trust anyone again. Especially you Optimus."

_I'm lost without you_

His optics closed in regret and pain. He had heard those words from her before. "I'm so sorry Elita. I wish I could just erase your pain and have a new beginning with you –"

"But you can't. You are the reason why I'm like this. You're the reason why we're both in pain. And all you can say is that you wish you could make my pain go away?"

His arms tightened around her as she struggled to get out. Her pincers were temporarily disabled. She let her arms go around him and relaxed, meaning to trick Optimus into believing that she had given up trying to get out. Instead, she downloaded and absorbed Optimus's strength into pushing him off her and quickly running toward the door.

"Elita!" Optimus got up from the ground and ran after her.

"My name is Blackarachnia! Don't forget that!" she yelled over her shoulder while trying to find the way out of the Autobot base.

"Whoa!" Bulkhead quickly got his canvas out of the way before she ruined his current painting of Prowl meditating. He was about to put it down but then Optimus ran by, causing him to quickly hold it up again. "Hey, watch where you're going!" he yelled after them.

"Elita, stop! Wait!"

"I can't wait any longer Optimus Prime! I have spent countless stellar cycles trying to find a cure, only to fail and stay trapped in this disgusting organic form! How can I believe that –"

She stopped talking when she ran into Ratchet, who had just turned the corner to see what Bulkhead was shouting about. They both fell, though Ratchet onto the ground and Blackarachnia into Optimus's arms.

"Watch it, young'un!" Ratchet barked before realizing that it was Blackarachnia that had crashed into him. "Oh…"

Blackarachnia sneered at Ratchet and yanked her arms away from Optimus. "Don't touch me!"

Comet and Jazz were out on patrol, but the other bots headed toward the rec room where a small crowd began formulating around the scene.

Optimus reached forth to envelop her in his arms again only to have her crawl away from him about 19 feet then stand up. Ratchet and Optimus watched her with sad optics while the others were just confused. Sentinel pushed his way to the front of the crowd and his optics widened in surprise to see Blackarachnia.

_If I could only hold you now_

_and make the pain just go away_

_Can't stop the tears from rolling down my face_

"I don't know where I stand here Optimus," Blackarachnia said in a small voice. "As your future mate…as a half-breed freak…as a loner…or as Ratchet's lab rat," she spat darkly. Then she sighed, as if breathing had become too hard for her. Unlike the rest of them, she required oxygen now that she was half organic. "I know where I stand with the Decepticons. And I intend to return to them."

"Elita you can't!" Sentinel cut in. "Your place is here by my side! You –"

"Shut up Sentinel you fragging glitchhead!" Blackarachnia snapped. "For the first part, my name is Blackarachnia now, and my place is definitely NOT by your side! You're a foul, sparkless bot just like Optimus! Your chin is so big that you can't see anything over it except for your own conceited ego! You only wanted to win me over because that would mean that you beat Optimus at something!"

_Oh_

If Comet were there she surely would've been laughing. But the others found it all very awkward and uncomfortable instead.

Sentinel gawked at her. "W-what?! How dare you say that in front of the insubordinate maintenance bots! And that's not true – I wanted to win you over because I truly love you as a sparkmate!"

Optimus glared at Sentinel and opened his mouth to say something but Blackarachnia beat him to it.

"Save your excuses Sentinel. Details of your incompetence don't interest me." She turned back at Optimus. "The one I follow now is Megatron, not you."

Ironhide's optics narrowed. "Once a Decepticon, always – OW!" Prowl had stomped on his foot hard to stop him from finishing his sentence.

_All I know is I'm lost without you_

Optimus gave Ironhide a death glare. Ratchet gave Prowl a praising look.

_I'm not gonna lie_

Blackarachnia sneered at Ironhide. "Yeah. Maybe you're right. Maybe I'll always be a Decepticon," she said in a defeated tone. "Even when I'm reverted back to my original form."

_How am I gonna to be strong without you_

"No!" Optimus and Sentinel both said at the same time. Sentinel hesitated and Optimus took the chance to continue. Optimus took a step toward her and she took a step back. He flinched when she did, but she showed no emotion. "Elita…stay. You were Femme Commander and you still are. You are the Femme Commander of the Autobots." Next to Ironhide, Chromia nodded in agreement while Moonracer and Firestar also nodded simultaneously.

"No, I'm not. I'm the freak of the Decepticons, and that's saying something. I'm nobody and I always will be. I've been forgotten and we'll never be together, even if every time we touch you keep saying that you're lost without me."

"I need you!" Optimus repeated a line that he meant with such sincerity that he said it again and again although he already did before, in his dream with the inorganic Elita.

_I need you by my side_

Blackarachnia felt awkward in front of all the bots, especially Ironhide and Sentinel. She felt singled out like how she always did ever since she became a half-breed. She looked around at the other Autobots in contempt and then back at Optimus. "What you need is to marry your work just like how Ratchet has done."

Ratchet started. "What?! I did not –"

A web sprung forth from Blackarachnia and around Ratchet's mouth plates, silencing him. She ran out of the rec room and headed for the exit. Ironhide instinctively ran after her, as did Sentinel.

"STOP!" Optimus yelled at them both "Let her go…" he said dejectedly. "Don't hurt her."

"Optimus, she's a Decepticon now! She _chose _to become a Decepticon and she's loyal to THEM now! We let her go countless times already! Don't you think –"

"I said let her go!" Optimus said in a firmer voice with annoyance. "Stand down Ironhide. This isn't your fight…or your business."

Ironhide glared, his cannons revolving dangerously but he made no movement. Prowl was next to him still if he needed to restrain the trigger-happy mech.

"YOU better stand down Optimus Prime!" Sentinel spat. "You realize this is all your fault, right? Elita is now that 4-eyed freak, Ultra Magnus might join the Matrix because he was distracted by an Elite Guard flunkie like you, and the Decepticons now –"

"Shut up!" Optimus interrupted him. "I'm tired of hearing you always complaining about something when you aren't happy. Well guess what Sentinel? It's time you grew up and stopped being such a sparkling. Remember Sentinel, we're both Primes. We're both of equal rank. So you have no power to boss me around. You can criticize me all you want, but I'll tell you this now: I won't be paying attention." He promptly turned and left the rec room, slamming the door behind him.

Sentinel gawked once more at the door that Optimus had just slammed rudely in their faces. "How…how dare he!" he exclaimed in pure shock. He seemed to realize just then that everyone had witnessed his humiliation of being talked down by a femme and a mech. "What are you looking at?! Don't you have some work to do?! Go back to your posts you inferior drones!"

"Drones?!" Ironhide spat. Chromia nudged him and he merely glared silently at Sentinel.

Sentinel sighed and rubbed his head, going with Ratchet to the med bay to check up on Ultra Magnus's status.

Optimus went back to his quarters. He placed the lotus flower on his berth and went for a drive by himself. He didn't know which direction Blackarachnia had headed toward, but there was nothing he could do about it until his next encounter with her.

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Blackarachnia took her time in getting back to where the other Decepticons had regrouped. As she headed to the waterfront of Lake Michigan, she thought of what happened and what was said at the Autobot base. She took pride in yelling at Sentinel and finally being able to say something she'd always wanted to say to him.

Away from the city, her surroundings were quiet and peaceful. She found herself relaxed as she crawled up a tree and looked back to where she had come from. She sighed, regret in her optics, but anger and fear as well.

_**Blackarachnia! Where have you been? **_Tarantulus was on patrol, and he had spotted her and picked her up on his radar first.

_**I was held captive by the Autobots and escaped…no thanks to you.**_She slowed down, not wanting to meet again with her "allies."

_**Are you being followed?**_

_**Obviously not.**_

_**Then hurry and come. The great Megatron wishes to see you.**_

_**Me? Why me?**_

_**I don't know. I'm too unworthy to know information like that.**_

Blackarachnia smirked. It was true that Tarantulus was unworthy in every bot's optics. The only thing keeping him alive was his useful poisons and antidotes.

She paused and looked out toward Lake Michigan. She never realized before how beautiful the water was when the sun was high in the sky. She walked over to the water and stood in front of it, looking down at her reflection. She hated her four red optics. She hated her two pincers on her back. She hated everything about her half-organic form. She longed for her inorganic, beautiful, powerful body as Elita-1, Femme Commander of the Autobots. Although her distrust of the Autobots was growing with each moment she spent with them, so did her regret and hope that maybe…maybe Optimus was right. Maybe there was still a chance to get back her old life, even if that meant becoming Ratchet's lab rat.

_**Are you coming or not?! Megatron grows impatient.**_

She sighed and shook off whatever feelings she had for the Autobots. She looked ahead and didn't look back.

"There you are Blackarachnia. What took you so long?" Megatron asked. He was standing over Thunderblast's offlined body. Thundercracker was sobbing next to her, and Megatron had to raise his voice to be heard over Thundercracker.

"Nothing. It's my pace," she lied.

His optics narrowed. "Hook, scan the femme spider and make sure there are no tracking devices, no listening devices, or anything else the Autobots could've stuck on her without her knowing."

"There's nothing!" she hissed furiously but Hook followed his lord's orders. _And of course you can't scan me yourself, Megatron…why?_ She thought to herself.

Hook's scan was complete. He turned and bowed to Megatron. "There's nothing, milord. She is 'clean' in a matter of saying," he said darkly. Blackarachnia made a face.

"Very well. Then, spider, I want you to go with Soundwave and head for the Autobot base. We'll attack when their leader is down and Optimus…I'm assuming…is emotionally depressed."

"Haha, you mean he iz emo!" Crazy Blitzwing's face laughed as he lumbered next to Blackarachnia and Megatron. Megatron curled his lip plates and pushed him away.

"As I was saying," Megatron continued. "You will accompany Soundwave and his cassettes and go around the Autobot base to the west. You might run into Lake St. Clair," he said with a smirk. "You'll wait for my signal at the designated coordinates that Soundwave has received. We separate into 4 groups and attack one by one." He turned and called for Lugnut.

"Great. Stuck with the mute and the brats," Blackarachnia muttered to herself. Rumble and Frenzy were out, and luckily for her, they hadn't heard her insult. They were chattering to each other next to their creator.

When she looked around she saw that everyone was talking to someone. Soundwave had his cassettes, Thundercracker was leaking over Thunderblast, Megatron was discussing strategies and attack formations with his commanding officers (including Starscream, surprisingly), Hook and the other Constructicons had isolated themselves from the Decepticons, Kickback, Bombshell and Shrapnel were complaining about being hungry, Skywarp was talking with the other Seekers, Cyclonus was speaking with Scourge, and Astrotrain was with Blackout and Barricade. What got to her the most was how sad Thundercracker truly seemed to be over Thunderblast's death. She wondered if Optimus ever grieved over her after he got back from the planet with the suspected Decepticon ship. She wondered if he grieved for her now.

_If we ever say we'd never be together and we ended with goodbye I don't know what I'd do ... _

"Decepticons, transform and rise!" Megatron's voice snapped her back to reality. As she followed Soundwave and his cassettes to their separate direction, she couldn't help but look at the lake as she passed by on the trees. She wondered to herself what her identity would be ten years from that day. Would she still be with the Decepticons, trying to destroy all of the Autobots? Would she still be in her organic form or revert back to Elita-1?

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As Optimus drove around he tried to think of new ways to approach Elita. With gifts? Distance? What would finally melt her ice mask and bring back the Elita he knew was buried deep under?

_I'm lost without you_

He drove aimlessly and didn't pay attention to where he was driving himself. When he came back to his senses he found himself facing a lake. Surprised, Optimus looked at his radar to see exactly where he was. He was standing in front of Lake St. Clair, looking down at his reflection.

"Who am I?" he thought aloud to himself. "How do I get you back, Elita? Show me a way…"

_I keep trying to find my way_

He sat down, careful not to squish a dragonfly that landed on a nearby fern. He sent his human holoform out to dip a foot into the water. His human holoform had dirty blond hair with red tints and sapphire eyes. He didn't find the water to be cold, but he withdrew his foot anyway. He looked at his human reflection staring back at him.

"Elita…" he whispered her name. As if it were carried in the wind, she heard him whisper her voice thousands of miles away. She was surprised but didn't let it show; since Soundwave was a psychic he probably already picked up on her slight hesitation. Blackarachnia didn't know where Optimus was, but she could tell that he was thinking about her.

_But all I know is I'm lost without you_

Back at base, Sentinel was ordering the bots around who were either lounging about in the rec room or recharging.

"Bumbler, you and Bulkglitch go on a patrol to where Comet and Jazz will shortly be returning from," Sentinel ordered.

Bumblebee didn't even look away from his video game. "No way! If Comet and Jazz just patrolled there then why should Bulkhead and I go there again?" He and Bulkhead were racing, and as Bumblebee became slightly distracted Bulkhead's car caused Bee's to fall off the track.

"Great! Now look what you did," he mumbled angrily.

"That's an order, Bumbler!" Sentinel shouted furiously. "If you don't listen to me then…then I'll have you arrested!"

"For simply disobeying one command?" Prowl spoke up.

"Silence, Prowl! No one asked for your opinion," Sentinel rounded on Prowl. His chin was stuck out as usual and his arms were crossed. "Why don't you join them? I'm sure Bumbler and Bulkglitch will need the…_assistance_…of a ninjabot," he said very derisively.

Prowl smiled politely yet somehow in a menacingly way. "But of course, Sentinel _ Prime._" He emphasized the Prime, resulting in a scowl from Sentinel, reminding him that he and Optimus were of the same rank even though Optimus was a flunkie and Sentinel wasn't.

"Where is that blasted Optimus anyway?" Sentinel asked. "Has anyone seen that glitchhead around?"

"Last I know the young'un went back to his quarters," Ratchet said gruffly. "Best not disturb him."

"'Best not disturb him'?! He doesn't deserve any kind of kindness, not even from you, you piece of scrap metal!" Sentinel yelled. He marched out of the rec room, heading toward Optimus's quarters.

"He will never learn," Ratchet said shaking his head.

"Indeed," Prowl agreed.

Chromia and Ironhide were busy in the practice gym while Firestar was in the med bay, which was where Ratchet was headed. Moonracer was with the Dinobots and the Aerialbots, getting reacquainted or meeting for the first time.

As soon as Ratchet entered the med bay and saw Firestar over Ultra Magnus, he asked, "Status?"

"He is waking up, sir!"

"What!" Ratchet hurried over and looked down at Ultra Magnus. "Ultra Magnus? Sir? Can you hear me?"

A groggy Ultra Magnus slowly onlined his optics. "Ratchet?" he mumbled. He still couldn't see everything clearly. "What happened?"

While Firestar made sure everything was okay within his internal circuits, Ratchet quietly and quickly explained everything to Ultra Magnus without confusing him. "We still don't know what the new slicer weapon is that the Decepticons have acquired…and Optimus I think is out of the base, collecting his thoughts in a more peaceful surrounding," he finished.

"I…see…" Ultra Magnus said with difficulty. "And where is Sentinel Prime now?"

"Hopefully not trying to hunt down Optimus. It would be a waste of time on his part."

"Tell Sentinel Prime to come immediately." Just recovered and already barking orders.

"Yes sir." Ratchet texted Sentinel. _** Get your aft to the med bay now! Ultra Magnus is awake and wants to see you.**_

_**Right away! Oh, and by the way…where is our old friend Optimus anyway?**_

_**Optimus **_**Prime **_**is none of your concern right now. **_

_**Right…you insubordinate skidplate!**_

Ratchet chose not to reply, for it was becoming too out of hand fast. "Sentinel Prime should be here soon," he told Ultra Magnus.

"Tell Optimus Prime that I need to speak with him as well…" Ultra Magnus added.

_**Optimus? Ultra Magnus is awake and wishes to speak with you.**_

Optimus didn't reply for a while. He sighed and looked up at the skies that were quickly becoming cloudy with rainstorms. He didn't know when his next chance would be to speak with Elita…alone.

_**Very well**_, he finally responded. _**I'm on my way back.**_

"Ultra Magnus sir!" Sentinel saluted the Autobot Leader who was lying on a berth in the med bay, not looking as glorious as rumors said. "It is good to see that you have woken up!"

"Yes, Sentinel Prime. I am relieved to be awake. The Decepticons might try attacking while our guard is down – while _I_ am down. I need you to act as the leader in my place, until I heal completely." Ultra Magnus had a hard time telling this to Sentinel, but after seeing Optimus's Decepticon-like behavior at the last battle, he could hardly trust him more than Sentinel.

Sentinel was nearly bursting with pride. He stuck his chest (and his chin) out and saluted him once more. "I will do my best Ultra Magnus sir!" he said very loudly and triumphantly. Ratchet grimaced and exchanged worried looks with Firestar. Both doubted that Sentinel would be a good leader.

Optimus drove back slowly. He had no idea that if he had stayed at the lake for just 5 minutes longer, he could've picked up Blackarachnia's signal on his radar as well as Soundwave and his cassettes'. He drove back, oblivious.

As Blackarachnia arrived at Lake St. Clair minutes after Optimus had left, she occupied the same spot he had been sitting on. Soundwave and his cassettes landed beside her, arguing with each other yet again about something trivial. She felt the ground around her, sensing Optimus's familiar presence.

_I keep trying to face the day_

"Optimus Prime, nice of you to join us," Ultra Magnus said sternly as Optimus stepped into the med bay. He noticed that Sentinel was looking unusually smug. "I was just informing Sentinel Prime here that he will be acting as leader until I recover."

"What?!" Optimus couldn't help but protest. "Sir you can't honestly expect Sentinel of all bots to lead us in battle with the Decepticons!"

"No, you're right. I can't. But I can't expect you to do any better." Ultra Magnus sat up. "Optimus Prime, many bots witnessed your traitorous act in the last battle. You should consider yourself lucky that I am not giving you any punishment other than not allowing you to fight. You will, instead, stay with me in the med bay so Firestar and Ratchet and practice their skills. You will stay here and listen to my…'boring' talks."

Optimus mentally groaned. "Yes sir," he said reluctantly. Sentinel looked appalled when Ultra Magnus had agreed with Optimus that he couldn't rely on him to lead the Autobots to victory.

"Very good. You are dismissed," he said to Sentinel, who regained his composure slowly. "Sir yes sir! Thank you sir!" then he gave Optimus a very nasty look. _**Hey flunkie, take care of the grandpa kay? **_He cackled.

Optimus glared at Sentinel, but before he could retort back, Magnus said, "Optimus Prime, what is this Elita-1 business that Ratchet told me about? Blackarachnia?"

"…Yes sir. Blackarachnia…she –"

"Should not be what your world revolves around," Ultra Magnus said sharply. Then he sighed. "My apologies, Optimus Prime. But she is a Decepticon now and no longer Elita-1 –"

"She will always be Elita-1!" Optimus interrupted. Sentinel hadn't passed through the door yet and looked back in surprise.

"Silence!" Ultra Magnus coughed, not yet recovered. "Insolence!" if he had his hammer he would've slammed it down to the ground. "She is a Decepticon, Optimus Prime, and it is time that you realized that!"

"She has become a Decepticon because of the way the Autobots have been treating her!" Optimus shot back.

"Are you saying that you'd rather become a Decepticon and be with her, or demand that the Autobots change their ways?" Ultra Magnus asked dangerously.

"I'm saying that Elita-1's downfall is our fault. She –"

"_Our?_" Sentinel repeated, coming back into the room. "_Our _fault? I'm sorry Optimus but maybe I didn't hear you correctly. Did I just hear you blame ALL of us for her becoming half-organic?!"

Optimus glared at Sentinel. "Elita wouldn't be Blackarachnia now if –"

"If you had let me go back and save her!" Sentinel interrupted again. "You can't blame anybody but yourself Optimus! Don't try to shift the blame on anyone else you crankshaft!"

"Silence!!!" Magnus roared and coughed. "The Decepticons could attack at any moment and what I've left for Sentinel to command are a bunch of insubordinate warriors…like himself," he said darkly, glaring at Sentinel and Optimus each.

Sentinel gaped while Optimus smirked, even though he had just been called an insubordinate warrior as well.

"You two both need to learn that you are not sparklings anymore and that you have no time to be arguing with each other. Our most important goal to achieve right now is to prepare for the Decepticon's next attack, which could be any day."

"Prime!" Prowl came rushing into the room, looking for Optimus, unaware that Ultra Magnus was awake. "Prime," then he paused when he saw Magnus sitting up and blinking at him. "Oh, Ultra Magnus sir."

"What is it Prowl?" Optimus asked.

"We've picked up Decepticon signatures coming in from all directions, Prime. The only thing is, we couldn't pick it up until they were within 50 miles of our base."

"So they cloaked it until now," Optimus groaned. "All right. Tell Ironhide and Chromia –"

"Excuse ME, Optimus Prime!" Sentinel nudged him aside. "But have you forgotten? Ultra Magnus has named ME commander until he recovers! So stand down, flunkie!"

"Optimus Prime." Ultra Magnus called him over to his berth. "Ratchet, you and Firestar go with Prowl and Sentinel and defend the base."

"Yes, follow me!" Sentinel led the way out. Prowl looked back at Optimus with a confused look in his optics, but Optimus had no time to answer for Prowl left in a hurry.

Cooped up in the med bay, Optimus was frustrated and annoyed. He heard bots yelling outside, movement, and lots of firing. He could hear Lugnut's big engines outside. He could almost see the Aerialbots and the Seekers fighting, along with the Insecticons and the Dinobots.

"Optimus Prime…" Ultra Magnus's optics was offlined but he was still talking. "You…you're looking for a way…to gain back Elita-1's trust?" he mumbled.

Surprised to be hearing this from his commander, Optimus answered, "Yes."

"Then you know what to do, Optimus Prime."

Confused, Optimus said nothing.

000000000000000000ooooooooooooooooooooooooo000000000000000000

Outside, Blackarachnia was locked in a fierce martial-arts style combat with Bumblebee. However just like before when they met on Halloween, Blackarachnia managed to use her downloading powers on him and knocked him out. When he fell she wrapped him up in her web. With the borrowed stingers, she zapped Grimlock, who was rampaging toward her and not fighting with Shrapnel.

"Where are you going, going?" Shrapnel asked, flying after Grimlock.

"SPIDERLADY HERE!" Grimlock roared. "MUST PROTECT SPIDERLADY!"

"Oh for the love of Primus." Blackarachnia ran away from Grimlock, going to fight Prowl instead, hoping to "borrow" his speed and shurikens. As she turned around to see if Grimlock was still following her (which he was) she spotted a truck drive out of the Autobot base and drive away. Knowing it was Optimus she changed direction and followed him from a distance.

"Don't run away from a fight, fight! You're backing down, down! Dinobots are weak, weak!" Shrapnel cackled.

"DINOBOTS NOT WEAK!" Grimlock lashed his tail to whack down the fly that had caught up to Grimlock and was hovering in a danger zone. "DINBOTS STRONG!"

Rubbing his head on the ground, Shrapnel got back up. "Then come fight me, fight me," he taunted.

Roaring, Grimlock charged.

Optimus drove as quickly as he could, hoping he wouldn't be noticed by the fighting bots outside. He sped away from the base and picked up Blackarachnia's energy signature following him. As much as he wanted to stop and wait for her, he kept driving faster and faster toward the Sumdac Tower.

Wondering why Optimus was going to the Sumdac Tower during a fight, Blackarachnia sped up as well, hoping to catch up to him or at least poison him. When it became clear to her that he wasn't going to wait for her, she slowed down and watched him. He transformed back into bot mode and walked inside the Tower while Blackarachnia remained outside and tracked his movements.

"Sari?" Optimus came out of the elevator that brought him up to her father's office. "Sari?"

"Optimus?" Sari stopped watching a video that her father was showing her. "What's up?"

"Sari, I need your Key for a moment."

"My Key?" she felt to make sure that it was still around her neck. "What for?"

"Long story…and I don't have time to shorten it," he quickly said. "The Decepticons are attacking, and I feel that I might need your key sometime soon."

"The Decepticons are attacking?! Let me help!" Sari exclaimed.

"No, it's –"

"Too dangerous? Please Optimus, I've been a part of your team for a long time now!"

"No, actually…I was going to say that since Blackarachnia has followed me all the way here –"

"What?! One of the Decepticons followed you?!" Sari roared. "Hurry, go and fight him –"

"Her," Optimus automatically interrupted the same time Blackarachnia growled, "Her."

"Whatever," Sari brushed aside the matter. "Don't let her hurt my dad!"

"As soon as I leave put a force shield up around the Tower. It should stall the Decepticon's assault."

"Right."

As Sari handed Optimus the key, he promised that he'd return it. He then went back down the elevator and sprinted outside.

"Elita…this key is for you. I'm going to find a way to turn you back," he said aloud, knowing that she heard. He transformed into his truck and drove back toward the base, with Blackarachnia still following silently.

_And all I find is I'm lost without your love_

Sentinel, unfortunately, had noticed Optimus leaving. He had roared with rage and then noticed Blackarachnia following him. He got knocked down by Thundercracker from staring too long at something that wasn't his opponent.

"I don't see your pal, Optimus Prime," Thundercracker spat. "So I'll kill you first!" he was avenging his mate's death, and Sentinel knew that he could be ferocious. He activated his shield and barely managed to shield himself from the volley of shots that Thundercracker fired upon him from the air.

"You're gonna pay, you and all your Autobot friends!" Thundercracker roared.

Knowing that his aerial fighter was well motivated, Megatron smirked as he slowly made his way through the Aerialbots to get inside the base and finish Ultra Magnus once and for all. All of the Decepticons were equipped with their new slicer weapon, but they were instructed to use it only when they knew their opponent had a very good chance of defeating them.

"Defend the base!" Ratchet called out. "Don't let any through!" he was currently dodging all of Blitzwing's attempts of freezing him. "I won't become frozen so easily this time," he growled.

Blitzwing's face swiveled to the crazy face, and he laughed maniacally. "HAHAHA, you iz very funny, Ratchet." It swiveled to his angry face. "You veel be crushed like an ant!" He transformed into a tank, dropping about 10 feet. "Ooph!" he fired on Ratchet, causing him to begin dodging yet again. He had no time to fire his EMP generator on Blitzwing.

Starscream and Prowl were currently fighting; Comet and Jazz sped to catch up with Megatron to try to detain him, the Insecticons and Dinobots were still in an intense battle, the Aerialbots were defeated by Megatron and the Seekers, leaving the Seekers to retreat for a while and treat their wounds, the Constructicons were complaining about the lack of oil but still managing to fight the femme Autobots. Bulkhead and Lugnut were fighting.

Optimus and Blackarachnia arrived back within a couple of minutes. Optimus immediately headed back inside the base, only to find Megatron wrestling with Comet and Jazz in the entrance. Jazz was thrown back to the door first, then Comet on top of him. They both groaned and slowly got up. Megatron's optics met Optimus's, and Optimus knew at that time that the only way to get back inside was to defeat Megatron…or be defeated.

Before either of them could move, Thundercracker spotted Optimus. "OPTIMUS PRIIIIIIIIIIIIME!" he screeched. He was over 150 mph in less than two seconds, headed straight for Optimus. Annoyed, he securely placed the Key in a subspace compartment while Megatron stayed back, not interfering in a fight with a very pissed-off Thundercracker. Instead he took advantage of the situation, and entered the base.

"No!" Comet and Jazz quickly sped after him, blocking his way.

Optimus jumped to the side at the last possible second, causing Thundercracker to swerve dangerously and skid to a stop on his feet.

"You…SLAGGER!" Thundercracker bellowed. As he and Optimus began their half-aerial-but-mostly-on-land match, Comet and Jazz had been swatted down like flies by Megatron. As he victoriously stepped inside the Autobot base and withdrew his slicer from a subspace compartment, he heard a jet engine behind him. As he turned, he got knocked down by Starscream, who at the same time sliced Megatron's upper torso.

"Haha!" Starscream triumphantly smirked as Megatron fell to the ground.

"Starscream, you fool!" Megatron sputtered out, surprised that Prowl had let the fool abandon their fight.

"Did you really think that I was going to allow you to steal away my victory? You're a pitiful excuse for a leader you Pit-spawned idiot!" Starscream spat at Megatron, whose chest was leaking profusely.

"Starscream!" Megatron angrily roared.

As Starscream shot at Megatron's already-leaking chest, he walked past him and toward the med bay where Ultra Magnus was struggling to get up to defend himself as best as he could. Suddenly Soundwave flew into the base and knocked Starscream down.

Relieved to see one of his most trusted warriors, Megatron weakly and slowly began patching himself up with what primitive knowledge of healing he had. "Hook!" he called the Constructicon medic over to his side.

"My liege!" Hook exclaimed when he saw the state Megatron was in. "We must return to base where I can operate much more effectively! Your injuries are serious."

"No! We can't afford to go back now when the destruction of the Autobots is within our grasp!" Megatron growled. "Finish him, Soundwave!" he ordered.

The loyal and monotonous Soundwave took out his slicer weapon and faced Starscream, who was lying on the ground.

"No, no! Please, no! I'll serve you for eternity! You have my undying loyalty!" Starscream begged.

"I've heard that before," Megatron snarled. Soundwave mercilessly swooped down on Starscream and cut his life force off, startling the Autobots who were watching. They knew that Starscream was a traitorous, selfish bot, but they never anticipated one of his own killing him.

"My liege, we must leave now!" Hook gasped when he couldn't stop the energon from leaking. "Skywarp, I need you to warp myself and Megatron back to base!" he called the Seeker.

"No!" Megatron's pride wouldn't allow that to happen. "I –"

"You are not in the state to fight," Hook said, then added in a more hushed tone, "Starscream's slicer hit close to your spark chamber, my lord. Unless you wish to risk becoming permanently offline…" he left that sentence dangling.

Angry but hesitant, Megatron finally ordered Skywarp to warp him and Hook back to base, then come back to the battle and leave eventually with Soundwave as acting leader.

"Don't let them escape!!" Sentinel just realized that Megatron was wounded and that he was leaving with Hook and Skywarp. Ironhide and Chromia abandoned their fights to fire at Skywarp, running over. Sentinel tried to run his way over too but he met halfway with Tarantulus.

Optimus had no chance of stopping Megatron's departure for Thundercracker was demanding his full attention. The fighter jet had seemed weak and his movements were somewhat like that of a youngling…but fighting to avenge his sparkmate had given him more than an energon rush; which was the equivalent of what humans got, but an undying determination to bring down the bot who killed his mate no matter what the cost.

Parrying Thundercracker's physical punches and kicks were becoming harder to do. Optimus was beginning to weary out from the never-ending ferocity of the fight, but Thundercracker seemed to have hotter Energon pumping through his wires and forcing him to fight harder.

Optimus realized his mistake too late – while pushing Thundercracker down to the ground with only one arm around his neck and the other holding only his right side of his body down, he had left Thundercracker's left arm and guns free to shoot up at his vulnerable under-side, which is exactly what happened. Optimus yelled out in pain and fell to the ground, clutching a huge hole in his abdomen-section.

While Optimus was down, Thundercracker took out his slicer weapon. "It's time…for you to join the Pit, Optimus Prime," he spat very darkly. Blackarachnia, who had been inconspicuously missing throughout a large portion of the battle, swung out from _inside a window of the base _and kicked Thundercracker down to the ground as he was swinging his slicer down. Unfortunately Thundercracker had seemed to expect movement from his left, which was where Blackarachnia had kicked him, and he turned as he was falling to slice at her side.

Shocked, she cried out as her armor broke easily and energon spilled out. Weaker now as half-organic, she stayed on the ground, writhing. Thundercracker kicked off her helmet, but then decided to put it back on because of the hideous face she was hiding.

"Elita!" Optimus clutched his abdomen-area but got up, running over to her. Thundercracker turned and prepared to slice upward, but he got blown off his feet by a very large shot from Ironhide. He flew twenty feet into the air and landed head-first.

He groaned and couldn't get up. Ironhide was holding him down while Chromia snatched the slicer from his hands.

"Thank you," she smirked, not acting like an Autobot but like the trigger-happy femme she was. "Prime, would you like to do the honors?" she offered Optimus.

"RATCHET!" Optimus yelled for Ratchet, not to heal him, but to heal Elita. No longer fighting Skywarp and the other Seekers, Jetstorm and Jetfre helped Ratchet get away from Blitzwing and go to Optimus and Blackarachnia.

"Primus!" the pool of energon around both of them was growing.

Once Skywarp had warped away with Megatron and Hook and the other Decepticons noticed Starscream's offlined body, the vigor in fighting seemed to diminish. When Optimus saw that Ratchet was headed towards Elita first, he went over to Ironhide and Chromia. He took the slicer from Chromia and mercilessly sliced through Thundercracker's spark compartment but not offlining his spark yet. He wanted him to suffer, although that was very unlike an Autobot.

Ultra Magnus had limped out of the med bay and was at the entrance to the base, holding his hammer for support. Sentinel noticed him and knocked away an Insecticon with his shield. "Ultra Magnus, sir! Go back inside, I have it covered out here sir!" as soon as he said that he became frozen by Blitzwing.

"HAHAHAHA!" Blitzwing cackled. "You foolish insect!" he dodged Jetfire and Jetstorm's attacks.

Skywarp warped back. "Time to go!" he called out to his Decepticons.

"I thought Lord Megatron wanted us to continue the battle," Ramjet countered.

"Yeah, well…" he looked over at Ultra Magnus, Optimus, and Blackarachnia. "They look dead to me already anyway."

"That's not good enough," Shockwave snapped. "I'll take care of Ultra Magnus. You two should get Optimus Prime and Sentinel. Blackarachnia is one of us…take her back Skywarp."

"Are you so sure that she's one of us?" Skywarp asked. "I'm pretty sure I saw her defend Optimus and get sliced by Thundercracker."

"How long are you planning to argue?" Prowl asked innocently, jumping up and kicking Skywarp in the face.

Groaning and scoffing, Skywarp flew at Prowl and they fell on the ground, wrestling. Within two seconds, Prowl jumped out of the tangle and landed neatly on the ground next to Skywarp, who now had stasis-cuffs around his wrists.

"What?!" His optics blinked out.

Shockwave then challenged Prowl to a match. "I won't be as easy as Skywarp," Shockwave warned. "Back down now."

"I don't think so," Prowl bravely replied. Ironhide and Chromia went to help Prowl even though he didn't ask for assistance, since Optimus was safe with a dying Thundercracker. Optimus disabled his weapons and watched Thundercracker die.

"I'm…sorry…" Optimus hung his head in shame. "I killed your mate and I'm sorry for that. No bot should go through the pain of losing his mate…" he looked over at Blackarachnia, where Ratchet was trying to patch her up.

Glaring at him with rage and distaste, Thundercracker didn't answer.

"But now…you'll be reunited with her again," Optimus continued, "which is more than what will happen with my relationship."

Thundercracker's optics widened slightly before they blinked out. Optimus sighed and stood up, still clutching his wound.

"Red Alert, attend to Optimus Prime!" Ratchet ordered.

"Yes sir!" Red Alert hurriedly came over and forced him back inside the base. The Decepticons were beginning to back off. Shockwave and Soundwave were eventually the only Decepticons who weren't captured or had left yet. Shockwave was still battling with Prowl, Ironhide and Chromia while Soundwave was against the jet twins.

Ratchet carried Blackarachnia back inside the base. "I need AllSpark fragments!" he barked orders to his helpers. First Aid went to retrieve what fragments of the AllSpark they still had.

As Ratchet inserted the shards into the machine that was attached to Blackarachnia, he grumbled to himself. "This isn't enough power…we need the key." He called for Bumblebee. "We need the fastest bot to drive over to Sari and retrieve the key for a temporary surgery."

_I keep trying to find my way_

"There's…no need," Optimus spoke up from his berth. Ratchet went over to him, wondering what he was talking about.

"Here." Out of the subspace compartment, Optimus pulled out the key and handed it to Ratchet. "I had a feeling…that it was needed for this battle. Heal her, Ratchet. Please…"

Ratchet knew that by that line he meant in more ways than one. He nodded, promising to do his best. Bumblebee came in even though Ratchet didn't need him for an errand anymore.

"The Decepticons are just about gone," he reported. "Shockwave and Soundwave just left. Ironhide and Chromia are disposing of Thundercracker's body and Jetfire and Jetstorm have Skywarp prisoner, thanks to Prowl. Sentinel should be here any minute about to brag to Ultra Magnus on what 'great' leadership he has…" as soon as he finished the sentence, Sentinel came in with his chin held high as he strutted over to Ultra Magnus.

"Ultra Magnus, sir," he saluted. Comet and Jazz entered soon after Sentinel. "I'm pleased to inform you –"

"That you're here to brag about your 'great' leadership," Ultra Magnus interrupted, stealing Bumblebee's words. "Yes, I know. The Decepticons are gone and we have one prisoner."

"Uh-H-h-how did you know?" Sentinel stuttered, his pride bashed. His chin didn't seem to be held up so high anymore.

"Some things are bigger than pride, Sentinel Prime," Ultra Magnus responded. "Sometimes it's hard to…see over one's chin."

Comet, Jazz, and Bumblebee had to run out of the med bay and laugh outside, only to keep up the façade that they were polite. Ratchet sniggered while Optimus chuckled. Sentinel gaped at Ultra Magnus, trying to deduce a different meaning of what he was trying to say.

"I need silence now to work on her!" Ratchet ordered.

"Why _are _you working on a Decepticon, Ratchet?" Ultra Magnus asked.

All Optimus had to do was glare at Ultra Magnus and he knew who it was. The curtains were covering her, so he hadn't glimpsed who it was. "You retrieved the key?" Ultra Magnus asked Optimus, who nodded. Confused, Sentinel didn't say anything.

As Sentinel left and Optimus began recovering, Ultra Magnus remained silent on his berth. There were a couple bright lights and once Optimus heard Elita cry out in pain, and he was anxious. He couldn't say anything unless he wanted Ratchet's focus to shift. He remained deathly silent, hoping for the best.

_All I know is_

_I'm lost without you_

_Oh_

Optimus found himself in a deep sleep. How he fell into recharge remained a mystery to him. Someone must've turned him off manually.

"Optimus?" he heard a familiar voice ask.

"Elita!" he turned around. In the darkness, a light shone down on Elita. She was fully inorganic once more, like she was in his dream earlier. She had beautiful purple designs on her black legs, and her arms.

"Optimus…thank you." Her arms wrapped around him and he found himself lost in her arms.

"Elita…" his hand stroked the back of her head. He kissed her hard and let go, breathless. "Elita, what happened?"

"Thank you for saving me."

"Are you…back?" he asked, not daring to ask if she had become offline and wouldn't have to bear being half-organic anymore.

"Thank you."

"Elita?!" he woke up. He jumped out of his berth and headed for hers, even against Ratchet's complaints and struggle to get him back to his berth.

"Elita!" he pulled back the curtains. "Elita!"

_I'm lost without you_


End file.
